# Do I Need a Company Secretary in Malaysia, and What Do They Actually Do?

> What sections 235 and 236 of the Companies Act 2016 actually mandate, what a secretary's retainer typically excludes, and how to read a Malaysian cosec quote.

- Category: business
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/business/company-secretary-malaysia

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Almost everything written about company secretaries in Malaysia was written by
company secretaries.

That is not a scandal — they are the people who know the subject. But it does mean
the available guidance answers one question exhaustively ("why you need us") and
another barely at all ("what am I actually paying for"). This page is the second
question.

## Is it actually mandatory?

Yes, and there is no small-company carve-out.

Section 235(1) of the Companies Act 2016: a company shall have at least one secretary
who is a natural person, eighteen years of age or above, and a citizen or permanent
resident of Malaysia, who shall ordinarily reside in Malaysia by having a principal
place of residence here.

Section 236(2): the appointment of the first secretary shall be made within thirty
days from the date of incorporation.

The company and every director who contravene s.235 commit an offence. There is no
dormancy exemption, no turnover threshold and no grace for a company that has not
started trading.

## Who is allowed to be one

Two gates, and you must clear both.

**Gate one — the person.** Natural person, 18 or over, citizen or permanent resident,
ordinarily resident in Malaysia (s.235(1)).

**Gate two — the qualification.** Either a member of a body set out in the Fourth
Schedule to the Act, or a person licensed by SSM under s.20G of the Companies
Commission of Malaysia Act 2001 (s.235(2)). The Minister may prescribe further bodies
by gazette notification (s.235(3)).

On top of that, a qualified person who wishes to act must be registered with the
Registrar and hold a practising certificate (s.241). SSM keeps a register of
secretaries recording each secretary's name, residential and business address and
qualification details (s.241(2)).

**Notice the asymmetry with directors.** A director need only ordinarily reside in
Malaysia by having a principal place of residence here (s.196(4)) — a foreign national
who genuinely lives in Malaysia qualifies. A secretary must be a **citizen or
permanent resident**. Foreign founders regularly assume the two tests are the same.
They are not.

### Who is disqualified

Under s.238(1), a person is disqualified from acting as secretary if they are an
undischarged bankrupt, have been convicted in or outside Malaysia of an offence
referred to in s.198, or have ceased to hold a practising certificate issued under
s.241.

If a disqualified person continues to act, both that person and every director who
knowingly permits it commit an offence (s.238(3)). Verifying the practising
certificate is therefore your problem, not only theirs.

## What the Act actually requires them to do

Here is the part the sales material skips.

The Companies Act 2016 is detailed about **who may be a secretary** and almost silent
about **what the secretary must do**. There is no statutory job description. The
filing and record-keeping duties in the Act sit on the *company* and its *officers* —
keeping registers, keeping accounting records, lodging the annual return, lodging
financial statements — and the secretary is the licensed professional through whom
those duties are conventionally discharged.

Two consequences follow, and they are the whole point of this article:

1. **Your scope of service is contractual, not statutory.** Two quotes at wildly
   different prices are not necessarily one honest and one greedy. They are usually
   two different scopes. The comparison you need is the engagement letter, line by
   line.
2. **The secretary is not the only permitted signatory.** Section 68(5) provides that
   the annual return shall be signed by a director *or* the secretary. The company can
   lodge documents itself where the Act allows. In practice most owners delegate
   because the portals and forms reward familiarity — but delegation is a choice about
   convenience, not a statutory compulsion for every task.

## What a retainer usually covers, and what it usually does not

There is no official schedule of secretarial services, and vendor pricing is not a
citable source, so this is a structural map rather than a price list. Ask for it in
writing.

| Typically inside the annual retainer | Typically billed separately |
| --- | --- |
| Named secretary and statutory office | Incorporation itself |
| Maintaining the statutory registers | Change of director, secretary or auditor |
| Routine annual lodgements | Share transfer or allotment, and the return of allotment |
| Standard annual resolutions and minutes | Adopting or amending a constitution |
| Basic compliance reminders | Change of company name |
| | Registered office / mail handling service |
| | Extraordinary resolutions and special meetings |
| | Striking off or winding up |
| | SSM statutory fees and disbursements |

That last line is the one to check first. **SSM fees are pass-through and published.**
A private company's annual return lodgement fee is RM150; lodging audited financial
statements is RM50 and unaudited RM20; a change of company name is RM100; amending a
constitution is RM30; an extension of time to lodge a document is RM100. Those are
government charges from SSM's ROC Table of Fees, not professional fees. A quote that
folds them into an undifferentiated "annual compliance package" is not wrong, but you
should be able to see them separately on request.

### Five questions that make a quote comparable

- Is the SSM statutory fee included or charged at cost on top?
- How many director, shareholder or address changes are included per year?
- Is the registered office address included, and can I use it for bank and tax
  correspondence?
- Who prepares the annual return and the financial statements lodgement — you, or my
  accountant, and is that price inside or outside this fee?
- What is the fee to release the registers and resign if I move to another firm?

The last question is diagnostic. A firm that has a clean, quoted handover process is
telling you something about how it expects the relationship to end.

## Changing secretary

A secretary may resign by notice to the Board and ceases to hold office on the expiry
of thirty days from the notice, or the period set in the constitution or terms of
appointment (s.237(1) and (3)). Where no director can be contacted at their last known
residential address, the secretary may notify the Registrar directly and cease office
thirty days later (s.237(2)).

The Board may remove a secretary in accordance with the terms of appointment or the
constitution (s.239).

The constraint on both sides is s.240: **the office shall not be left vacant for more
than thirty days at any one time.** Line up the incoming firm before you resign the
outgoing one. Handover disputes — usually over the statutory registers and the
company's own minute book, which belong to the company — are the most common source of
an accidental vacancy.

## Common mistakes

- **Assuming a dormant company can go without one.** Section 235 has no dormancy
  exemption. A company that never trades still needs a secretary.
- **Assuming a foreign director can serve as secretary.** Citizenship or permanent
  residence is required by s.235(1)(c).
- **Comparing quotes without comparing scope.** Price differences are usually scope
  differences plus whether SSM fees are inside or outside.
- **Not verifying the practising certificate.** Section 238(1)(c) disqualifies a
  person who has ceased to hold one, and s.238(3) exposes directors who knowingly let
  it continue.
- **Resigning the old secretary before appointing the new one.** Section 240 caps the
  vacancy at 30 days.
- **Believing the secretary owns your registers.** The statutory registers and minute
  books are the company's records, kept at the registered office or a notified
  alternative place under s.47.

## What's next

Get the engagement letter and read the exclusions before the inclusions. Then check
the practising certificate against SSM's register.

If you are still in your first year, the secretary appointment is one of about a dozen
dated obligations that start running from your incorporation date — map the rest of
them at the same time rather than one crisis at a time.

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**Verification status.** AI-assisted draft, not yet reviewed by a subject-matter
expert. Statutory references are to the Companies Act 2016 (Act 777) as published by
SSM. Fee amounts are from SSM's published ROC Table of Fees and are subject to
revision. No market price range is stated because none is officially published.

## Sources

- Companies Act 2016 (Act 777), as at 1 August 2022 — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Table of Fees — Registration of Company (ROC) — https://www.ssm.com.my/Pages/Services/Registration-of-Company-(ROC)/Table-of-Fees.aspx (SSM)
- Declaration by a Person Before Appointment as Secretary, s.236(3) — https://www.ssm.com.my/Pages/Legal_Framework/PDF%20Tab%202/declaration_by_person_before_appointment_as_secretary_s_2363_amended09.pdf (SSM)
- Companies Act 2016 — legal framework — https://www.ssm.com.my/Pages/Legal_Framework/Companies-Act-2016.aspx (SSM)

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Source of truth: https://github.com/negaraku-md/NegaraKu.md
License: CC BY-SA 4.0